InterWorld Corporation Series A Convertible Preferred Stock Certificate (Form)

Summary

This document is a sample certificate for Series A Convertible Preferred Stock issued by InterWorld Corporation, a Delaware company. It certifies ownership of a specified number of preferred shares, which are transferable only on the company's records upon proper endorsement and surrender of the certificate. The shares have not been registered under the Securities Act of 1933 and cannot be sold or transferred unless certain legal requirements are met, such as registration or a legal opinion confirming an exemption.

EX-4.2 3 0003.txt FORM OF SEIRES A CONVERTIBLE PREFERRED Exhibit 4.2 FORM OF SERIES A CONVERTIBLE PREFERRED STOCK CERTIFICATE OF THE REGISTRANT InterWorld Corporation NUMBER SHARES [ ] [ ] INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE SEE LEGEND ON REVERSE SIDE SERIES A CONVERTIBLE PREFERRED STOCK - $0.01 PAR VALUE THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS This certifies that [ ] is the owner of [ ] fully paid and non-assessable shares of Series A Convertible Preferred Stock of InterWorld Corporation transferable only on the books of the Corporation by the holder hereof in person or by duly authorized Attorney, upon surrender of this Certificate, properly endorsed. Witness, the seal of the Corporation and the signatures of its duly authorized officers. Dated: [ ] - ----------------------------- ------------------------------- SECRETARY CHIEF FINANCIAL OFFICER 53 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT. 54